Heartland Payment Systems (HPY)

Our Audit Committee is solely responsible for the appointment of and reviewing fee arrangements with our independent accountants, and approving any
non-audit services by our independent accountants. (See the section entitled, Principal Accountant Fees and Services below in Item 14). Our Audit Committee reviews and monitors our internal accounting procedures and reviews the
scope and results of the annual audit and other services provided by our independent accountants. Our Audit Committee currently consists of Messrs. Palmer and Raymond and Dr. Ostro, each of whom is an independent director under current New York
Stock Exchange (NYSE) rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and is chaired by Mr. Raymond. We believe that each of the members of the Audit Committee is
financially sophisticated and is able to read and understand our consolidated financial statements. Our Board of Directors has determined that Mr. Raymond is an Audit Committee financial expert as defined in Item 407(d)(5) of
Regulation S-K. Our Audit Committee held four (4) meetings during 2008.

STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%">Our Audit Committee is solely responsible for the appointment of and reviewing fee arrangements with our independent accountants, and approving anynon-audit services by our independent accountants. (See the section entitled, Principal Accountant Fees and Services below in Item 14). Our Audit Committee reviews and monitors our internal accounting procedures and reviews thescope and results of the annual audit and other services provided by our independent accountants. Our Audit Committee currently consists of Messrs. Palmer and Raymond and Dr. Ostro, each of whom is an independent director under current New YorkStock Exchange (NYSE) rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and is chaired by Mr. Raymond. We believe that each of the members of the Audit Committee isfinancially sophisticated and is able to read and understand our consolidated financial statements. Our Board of Directors has determined that Mr. Raymond is an Audit Committee financial expert as defined in Item 407(d)(5) ofRegulation S-K. Our Audit Committee held four (4) meetings during 2008.

STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%">Our Audit Committee is solely responsible for the appointment of and reviewing fee arrangements with our independent accountants, and approving anynon-audit services by our independent accountants. (See the section entitled, Principal Accountant Fees and Services below in Item 14). Our Audit Committee reviews and monitors our internal accounting procedures and reviews thescope and results of the annual audit and other services provided by our independent accountants. Our Audit Committee currently consists of Messrs. Palmer and Raymond and Dr. Ostro, each of whom is an independent director under current New YorkStock Exchange (NYSE) rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and is chaired by Mr. Raymond. We believe that each of the members of the Audit Committee isfinancially sophisticated and is able to read and understand our consolidated financial statements. Our Board of Directors has determined that Mr. Raymond is an Audit Committee financial expert as defined in Item 407(d)(5) ofRegulation S-K. Our Audit Committee held four (4) meetings during 2008.

STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%">Our Audit Committee is solely responsible for the appointment of and reviewing fee arrangements with our independent accountants, and approving anynon-audit services by our independent accountants. (See the section entitled, Principal Accountant Fees and Services below in Item 14). Our Audit Committee reviews and monitors our internal accounting procedures and reviews thescope and results of the annual audit and other services provided by our independent accountants. Our Audit Committee currently consists of Messrs. Palmer and Raymond and Dr. Ostro, each of whom is an independent director under current New YorkStock Exchange (NYSE) rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and is chaired by Mr. Raymond. We believe that each of the members of the Audit Committee isfinancially sophisticated and is able to read and understand our consolidated financial statements. Our Board of Directors has determined that Mr. Raymond is an Audit Committee financial expert as defined in Item 407(d)(5) ofRegulation S-K. Our Audit Committee held four (4) meetings during 2008.

Our Audit Committee is solely responsible for the appointment of and reviewing fee arrangements with our independent accountants, and approving any
non-audit services by our independent accountants. (See the section entitled, Principal Accountant Fees and Services below in Item 14). Our Audit Committee reviews and monitors our internal accounting procedures and reviews the
scope and results of the annual audit and other services provided by our independent accountants. Our Audit Committee currently consists of Messrs. Palmer and Raymond and Dr. Ostro, each of whom is an independent director under current New York
Stock Exchange (NYSE) rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and is chaired by Mr. Raymond. We believe that each of the members of the Audit Committee is
financially sophisticated and is able to read and understand our consolidated financial statements. Our Board of Directors has determined that Mr. Raymond is an Audit Committee financial expert as defined in Item 407(d)(5) of
Regulation S-K. Our Audit Committee held four (4) meetings during 2008.

Our Audit Committee is solely responsible for the appointment of and reviewing fee arrangements with our independent accountants, and approving any
non-audit services by our independent accountants. (See the section entitled, Principal Accountant Fees and Services below in Item 14). Our Audit Committee reviews and monitors our internal accounting procedures and reviews the
scope and results of the annual audit and other services provided by our independent accountants. Our Audit Committee currently consists of Messrs. Palmer and Raymond and Dr. Ostro, each of whom is an independent director under current New York
Stock Exchange (NYSE) rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and is chaired by Mr. Raymond. We believe that each of the members of the Audit Committee is
financially sophisticated and is able to read and understand our consolidated financial statements. Our Board of Directors has determined that Mr. Raymond is an Audit Committee financial expert as defined in Item 407(d)(5) of
Regulation S-K. Our Audit Committee held four (4) meetings during 2008.

STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%">Our Audit Committee is solely responsible for the appointment of and reviewing fee arrangements with our independent accountants, and approving anynon-audit services by our independent accountants. (See the section entitled, Principal Accountant Fees and Services below in Item 14). Our Audit Committee reviews and monitors our internal accounting procedures and reviews thescope and results of the annual audit and other services provided by our independent accountants. Our Audit Committee currently consists of Messrs. Palmer and Raymond and Dr. Ostro, each of whom is an independent director under current New YorkStock Exchange (NYSE) rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and is chaired by Mr. Raymond. We believe that each of the members of the Audit Committee isfinancially sophisticated and is able to read and understand our consolidated financial statements. Our Board of Directors has determined that Mr. Raymond is an Audit Committee financial expert as defined in Item 407(d)(5) ofRegulation S-K. Our Audit Committee held four (4) meetings during 2008.

STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%">Our Audit Committee is solely responsible for the appointment of and reviewing fee arrangements with our independent accountants, and approving anynon-audit services by our independent accountants. (See the section entitled, Principal Accountant Fees and Services below in Item 14). Our Audit Committee reviews and monitors our internal accounting procedures and reviews thescope and results of the annual audit and other services provided by our independent accountants. Our Audit Committee currently consists of Messrs. Palmer and Raymond and Dr. Ostro, each of whom is an independent director under current New YorkStock Exchange (NYSE) rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and is chaired by Mr. Raymond. We believe that each of the members of the Audit Committee isfinancially sophisticated and is able to read and understand our consolidated financial statements. Our Board of Directors has determined that Mr. Raymond is an Audit Committee financial expert as defined in Item 407(d)(5) ofRegulation S-K. Our Audit Committee held four (4) meetings during 2008.